Fantasy Circle Beach Access Improvements

City of South Padre Island City Secretary 4601 Padre Blvd South Padre Island, TX 78597 (956) 761-8109 Fax (956) 761-3888 www.MySPI.org RFQ 2022-SL02 Fantasy Circle Beach Access Improvements Statement of Qualifications must be received before: November 3rd, 2022 2:00 p.m. Central Time City of South Padre Island ATTN: City Secretary 4601 Padre Blvd. South Padre Island, TX 78597 FLOM PeLSATANAAUA AVA LY VAS: Y ek Vea ULE) 2 = een Le ks dal ere Oho) ISLAND http://www.my/ City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 2 TABLE OF CONTENTS GENERAL ..................................................................................................................................................... 3 DEFINITIONS

.............................................................................................................................................. 3 NOTICE to PROPOSERS ................................................................................................................................. 4 STANDARD TERMS and CONDITIONS .......................................................................................................... 6 BACKGROUND ............................................................................................................................................ 14 SCOPE of WORK .......................................................................................................................................... 15 SUBMISSION REQUIREMENTS ................................................................................................................... 15 EVALUATION and SELECTION PROCESS ..................................................................................................... 18 CERTIFICATION and ACKNOWLEDGMENT ................................................................................................. 20 GRANT WORK PLAN.EXHIBIT A STANDARD FORM of AGREEMENT .......................................................................................... EXHIBIT B City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 3 GENERAL The City of South Padre Island seeks to enter into an agreement with a qualified individual, firm, or corporation (Proposer) with substantial and relevant experience and expertise to provide services for Fantasy Circle Beach Access Improvements. DEFINITIONS The following definitions shall be used to identify terms throughout this Request for Qualifications: A. AGREEMENT/CONTRACT A mutually binding legal document obligating the Firm to furnish the professional services specified within this solicitation and obligating the City to pay for the professional services provided. B. PROPOSAL/RESPONSE/OFFER A complete, properly signed response to this solicitation that, if accepted, would bind the Respondent to perform the resulting contract. C. PROPOSER/RESPONDENT/OFFERER The Individual, Firm, or Corporation (Proposer) that considers themselves qualified to provide the services specified herein, and are interested in making an offer to provide the services to the City. D. CITY The City of South Padre Island, located in Cameron County, Texas. E. CITY COUNCIL The elected officials of the City of South Padre Island, Texas, ar given the authority to exercise such powers and jurisdiction of all City business as conferred by the City Charter and State Constitution and Laws. F. FIRM The successful Proposer of this request for proposal. G. PURCHASE ORDER A purchase order records the financial obligation of the City to pay for services properly received; therefore, a purchase order is also required for all contracts with an expenditure of funds entered into by the City Manager or City Council. H. REQUEST FOR QUALIFICATIONS (RFQ) This Solicitation document issued by the City containing terms, condition,s and request for qualifications for the services to be procured. I. STATEMENT OF QUALIFICATIONS (SOQ) A Firms response to this solicitation J. VENDOR/CONTRACTOR Person or business enterprise providing professional services to the City as fulfillment of obligations arising from an agreement pursuant to this request for qualifications. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 4 NOTICE TO PROPOSERS A. NOTICE Statement of Qualifications are due at 2:00 p.m. on November 3, 2022, after which time all qualified responses will be opened and acknowledged at 4601 Padre Blvd, South Padre Island, Texas 78597. Proposals received after the specified deadline will be returned unopened. Sealed SOQs shall be clearly marked with the RFQ number and title and addressed to the City of South Padre Island City Secretary. Proposals shall be delivered using one of the following: Hand-deliver to: Mail to: Ship to (FedEx, UPS, DHL): 4601 Padre Blvd 4601 Padre Blvd. 4601 Padre Blvd. South Padre Island, TX 78597 South Padre Island, TX 78597 South Padre Island, TX 78597 Potential Respondents may receive notice of solicitations from the City of South Padre Island from various channels. Approved methods of dissemination include City of South Padre Island website or the City of South Padre Island City Secretary. Receiving solicitations through any other means may result in the receipt of incomplete specifications or addenda which could ultimately render your proposal non-compliant. The City of South Padre Island accepts no responsibility for the receipt or notification of solicitations through any other source. B. QUESTIONS and INQUIRIES Questions and inquiries about this Solicitation shall be submitted in writing to the following individual: Kristina Boburka Shoreline Director kboburka@myspi.org The deadline for written questions is October 26, 2022 at @ 2:00 p.m. central time. This deadline has been established in order to provide adequate time for City staff to prepare responses to questions from Proposers to the best of their ability. Proposers shall not attempt to contact City Council members, City staff or management directly during the pre-proposal or post-proposal period. The City intends to respond to all appropriate questions or concerns; however, the City reserves the right to decline to respond to any question or concern. All material modifications, clarifications or interpretations will be incorporated into an addendum which will be publically posted. All addenda issued prior to the due date and time for responses are incorporated into the RFQ and must be acknowledged in the SOQ response. Only written information provided shall be binding. Oral or other interpretations shall not be binding and are held without legal effect. C. SCHEDULE OF IMPORTANT DATES The City will generally comply with the following schedule for the selection process, subject to changes necessary to ensure fairness and to accommodate unanticipated events: Release RFQ October 13, 2022 Deadline for Questions and Inquiries 2:00 PM CST October 26, 2022 Proposals Closing Date and Time 2:00 PM CST November 3, 2022 Citys Review of SOQs November 3 - 7, 2022 Earliest Award by City November 2022 City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 5 D. CERTIFICATION This Solicitation includes a certification page. Respondent must: 1. Furnish complete name, mailing address, telephone number and email of the individual duly authorized to execute contractual documents on behalf of the Respondent. 2. Furnish name of individual(s), along with respective telephone numbers and email addresses, who will be responsible for answering all questions. 3. Certify that they have not conspired with any other potential Respondents in any manner to attempt to control competitive pricing. 4. Certify that they are duly qualified, capable and otherwise qualified business entity not in receivership or contemplating same, and has not filed bankruptcy. E. EXCEPTIONS Any deviations from terms, conditions or request for qualifications contained herein must be clearly indicated in the Response to this Solicitation in writing at or before the due date and time. Any deviations or exceptions are subject to review by the City and may deem the Response disqualified or non-responsive. If no exceptions are stated, it will be understood that all general terms and conditions and specific requirements will be complied with, without exception. F. DISCLOSURE OF INTERESTED PARTIES Contracting hereunder may require compliance with 2252.908 Texas Government Code/Disclosure of Interested Parties for contracts that (1) require an action or vote by the City Council before the contract may be signed; or (2) has a value of at least $1 million. The law provides that a governmental entity may not enter into certain contracts with a business entity unless the business entity submits a disclosure of interested parties to the governmental entity at the time the business entity submits the signed contract to the governmental entity or state agency. The process as implemented by the Texas Ethics Commission (TEC) is as follows: 1. The disclosure of interested parties must be performed using the Texas Ethics Commissions electronic filing application listing each interested party of which the business entity is aware on Form 1295, obtaining a certification of filing number for this form from the TEC, and printing a copy of it to submit to the City. 2. The copy of Form 1295 submitted to the City must contain the unique certification number from the TEC. The form must be filed with the City pursuant to 2252.908 Texas Government Code, at the time the business entity submits the signed contract to the City. The City, in turn, will submit a copy of the disclosure form to the TEC not later than the 30th day after the date the City receives the disclosure of interested parties from the business entity. STANDARD TERMS and CONDITIONS A. ADDENDA If it becomes necessary to revise any part of this Solicitation, prior to the due date and time, a written addendum will be provided clarification to all known interested Respondents. The City is not bound by any oral representations, clarifications, or changes made in the Request for Qualifications by the Citys employees, unless such of change is provided to Respondents in written addendum form from the City. https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 6 Addenda will be transmitted to all that are known to have received a copy of the Request for Qualification. However, it shall be the sole responsibility of the Respondent to verify issuance of any addenda and to check all avenues of document availability prior to the opening date and time. Respondent shall provide written acknowledgment of all addenda. B. ADVERTISING and PUBLICITY Firm shall not advertise or otherwise publicize, without the Citys prior written consent, the fact that the City has entered into the Agreement, except to the extent required by applicable law. C. ASSIGNMENTS The Agreement shall be binding upon and inure to the benefit of the City and the Firm, and their respective successors and assignees, provided however, that no right or interest in the Agreement shall be assigned and no obligation shall be delegated by the Firm without the prior written consent of the City. Any attempted assignment or delegation by the Firm shall be void unless made in conformity with this Paragraph. The Agreement is not intended to confer any rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there is no third party beneficiaries to the Agreement. D. BUSINESS PRACTICES Minority business enterprises and/or historically underutilized businesses will be afforded full opportunity to submit proposals in response to this invitation and will not be discriminated against on the grounds of race, color, creed, sex, or national origin in consideration for an award. E. CANCELLATION or TERMINATION 1. Termination For Cause: In the event of default by the Firm, the City shall have the right to terminate the Agreement for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Firm, within such ten (10) day period cures such default, or provides evidence sufficient to prove to the Citys satisfaction that such default does not, in fact, exist. In addition to any other remedies available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses incurred by the City as a result of the Firms default, including without limitation, cost of cover, reasonable attorneys fees, court costs and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of default by the Firm, the City may remove the Firm from the Citys Vendor List and any Offer submitted by the Firm may be disqualified for up to three (3) years. All rights and remedies under the Agreement are cumulative and not exclusive of any other right or remedy provided by law. 2. Termination Without Cause: The City shall have the right to terminate the Agreement, in whole or in part, without cause any time upon thirty (30) calendar days prior written notice. Upon receipt of a notice of termination, the Firm shall promptly cease all further work pursuant to the Agreement, with such exceptions, if any, specified in the notice of termination. The City shall pay the Firm, to the extent of funds appropriated or otherwise legally available for such purposes, for all products actually delivered and obligations incurred prior to the date of termination in accordance with the terms hereof. 3. Non-Appropriation: The resulting Agreement is a commitment of the Citys current revenues only. It is understood and agreed that the City shall have the right to terminate the Agreement if, for any reason, funds are not appropriated to continue this Agreement. 4. Cancellation: City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 7 The City reserves the right to cancel the Agreement for default for all or any part of the delivered portion of the deliverables if the Firm breaches any term hereof including warranties, or becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which the City may have in law or in equity. F. CLAIMS If a claim, demand, suit or other action is asserted against the Firm which arises under or concerns the Agreement, or which could have a material adverse effect on the Firms ability to perform thereunder, the Firm shall give written notice to the City within ten (10) calendar days after receipt of notice by the Firm. Such notice to the City shall state the date of notification of any such claim, demand, suit or other action; the names and address of the claimant(s); the basis thereof; and the name of each person against whom such claim is asserted. Such notice shall be delivered to the City Manager, 4601 Padre Blvd, South Padre Island, TX 78597. G. CODES, PERMITS, LICENSES Firm shall comply with all federal, state and local standards, codes and ordinances, as well as other authorities that have jurisdiction pertaining to the products delivered and their application. None of the terms or provisions of the Agreement shall be construed as waiving any rules, regulations or requirements of these authorities. Firm shall be responsible for obtaining all necessary permits, certificates and/or licenses to fulfill contractual obligations to the City. H. COLLUSION Advanced disclosures of any information to any particular Respondent which gives that particular Respondent any advantage over any other interested Respondent in advance of the due date, whether in response to advertising or an informal request for proposals, made or permitted by a member of the governing body or an employee or representative thereof, will cause to void all responses to that particular solicitation or request. I. COMMUNICATION To ensure the proper and fair evaluation of this Proposal, the City prohibits ex parte communication (e.g., unsolicited) initiated by the Respondent to the City Official or Employee evaluating or considering the Responses prior to the time an award has been made. Communication between Respondents and the City will be initiated by the appropriate City Official or Employee in order to obtain information or clarification needed to develop a proper and accurate evaluation of the Statement(s) of Qualification. Ex parte communication may be grounds for disqualifying the offending Respondent from consideration or award, or any future Solicitation. Unless otherwise specified, all requests for clarification or questions regarding a Solicitation must be directed as provided herein. J. CONFIDENTIALITY In order to provide the deliverables to the City, Firm may require access to certain of the Citys and/or its licensors confidential information (including, but not limited to, inventions, employee information, trade secrets, confidential know-how, confidential business information and other information which the City or its licensors consider confidential) (collectively, Confidential Information). Firm acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors, and any unauthorized use, disclosure, dissemination or other release of the Confidential Information will substantially injure the City and/or its licensors. The Firm (including its employees, subcontractors, agents or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate or otherwise use the City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 8 Confidential Information without the prior written consent of the City, or in a manner not expressly permitted under the Agreement, unless the Confidential Information is required to be disclosed by law or as a result of an order of any court or other governmental authority with proper jurisdiction, provided the Firm promptly notifies the City prior to disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Firm agrees to use protective measures no less stringent than the Firm uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. K. DEFAULT Firm shall be in default under the Agreement if the Firm (a) fails to fully, timely and faithfully perform any of its material obligations under the Agreement, (b) fails to fully, timely and faithfully perform any of its material obligations under any agreement Firm has with the City, (c) fails to timely pay any fees or taxes owed to the City, (d) becomes insolvent or seeks relief under the bankruptcy laws of the United States, or (e) makes a material misrepresentation in Respondents Proposal, or in any report or deliverable required to be submitted by Firm to the City. L. DELAYS The City may delay scheduled deliveries or other due dates by written notice to the Firm if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Agreement, the City and the Firm shall negotiate an equitable adjustment for costs incurred by the Firm in the Agreement price and execute an amendment to the Agreement. The Firm must assert its right to an adjustment within ten (10) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution Process specified herein. However, nothing in this provision shall excuse the Firm from delaying the deliveries as notified. M. DISCLOSURE At the due date and time there will be no disclosure of contents of any Proposal to competing Proposers, and all Proposals will be kept confidential during the negotiation process. Except for trade secrets and confidential information which the Firm identifies as proprietary, all Proposals will be open for public inspection after the contract award. N. DISCLOSURE OF PENDING LITIGATION: Each Respondent shall include in its proposal a complete disclosure of any material civil or criminal litigation or pending investigation which involves the Respondent or in which the Respondent has been judged guilty. O. DISPUTE RESOLUTION If either the Firm or the City has a claim, dispute or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the partys specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall make a good faith effort, in person or through generally accepted means, to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with, this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation upon written consent of authorized representatives of both parties in accordance with the Arbitration Rules of the American Arbitration Association or other City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 9 applicable rules governing mediation then in effect. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. P. FORCE MAJEURE Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond reasonable control. In the event of default or delay in performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. Q. FRAUD Fraudulent statements by the Respondent in the Proposal or in any report or deliverable required to be submitted by the Firm to the City shall be grounds for termination of the Agreement for cause by the City and may result in legal action. R. GRATUITIES The City may, by written notice to the Firm, cancel the Agreement without liability if it is determined by the City that gratuities were offered or given by the Firm or any agent or representative of the Firm to any officer or employee of the City with the intent of securing the Agreement or securing favorable treatment with respect to awarding or amending or the making of any determinations with respect to performance of the Agreement. In the event the Agreement is cancelled by the City pursuant to this Section, the City shall be entitled, in addition to any other rights and remedies, to recover the benefits or payments to the Firm, as a result of the gratuities. S. INDEPENDENT CONTRACTOR Nothing in this Request for Qualifications is intended to be construed as creating an employer/employee relationship, a partnership or joint venture. The Firms services shall be those of an independent contractor. The Firm agrees and understands that the Agreement does not grant any rights or privileges established for employees of the City. Firm shall not be within protection or coverage of the Citys Worker Compensation Insurance, Health Insurance, Liability Insurance or any other insurance that the City, from time to time, may have in force. T. INDEMNITY FIRM SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS, AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY TO OR DEATH OF ANY PERSON OR FOR DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE WORK DONE BY THE CONTRACTOR UNDER THIS CONTRACT. U. INFRINGEMENT Firm represents and warrants to the City that: (a) Firm shall provide the City good and indefeasible title to the deliverables and (b) the deliverables supplied by the Firm in accordance with the specifications of the Agreement shall not infringe, directly or contributory, any patent, trademark, copyright, trade secret or any other intellectual property right of any kind of any third party; that no claims have been made by an person or entity with respect to the ownership or operation of the deliverables and the Firm does not know of any basis for any such claims. Firm shall, at its sole City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 10 expense, defend, indemnify and hold the City harmless from and against all liability, damages and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (a) any claim that the City exercises anywhere in the world of the rights associated with the Citys ownership, and if applicable, license rights, and its use of the deliverable infringes the intellectual property rights of any third party; or (b) Firms breach of any of the Firms representations or warranties stated in this Agreement. In the event of any such claim, the City shall have the right to monitor such claim or, at its option, engage its own separate counsel to act as co-counsel on the Citys behalf. Further, Firm agrees that the Citys specifications regarding the deliverables shall in no way diminish Firms warranties or obligations under this Paragraph, and the City makes no warranty that the products, development or delivery of such deliverables will not impact such warranties of Firm. V. INSURANCE REQUIREMENTS Upon request, Firm shall provide a copy of its insurance policies to the City. W. INTERPRETATION The Agreement is intended by both parties as the final, complete and exclusive statement of the terms of their Agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Agreement. Although the Agreement may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner fair to both parties, reading no provision more strictly against one party of the other. Whenever a term defined by the Uniform Commercial Code (the UCC), as enacted by the State of Texas, is used in the Agreement, the UCC definition shall control unless otherwise defined in the Agreement. X. INVALIDITY The invalidity, illegality or unenforceability of any provision of the Agreement shall in no way affect the validity or enforceability of any other portion or provision of the Agreement. Any void provision shall be deemed severed from the Agreement and the balance of the Agreement shall be construed and enforced as if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to reform the Agreement to replace the stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Agreement from being void should a provision which is the essence of the Agreement be determined to be void. Y. LIABILITY Any person, firm or corporation party to the Agreement shall be liable for all damages incurred while in the performance of the Agreement. Firm assumes full responsibility for the terms contained herein and hereby releases, relinquishes, and discharges the City, its officers, agents and employees from all claims, demands and causes of action of any nature including the cost of defense thereof, for any injury to, including death of, any person whether that person is a third party, supplier or an employee of either of the parties hereto, and any loss of property damage whether the same be that of either of the parties, caused by or alleged to have been caused by, arising out of or in connection with the issuance of the Agreement to the Firm and the negligence of the Firm, whether or not said claims, demands, and causes of action in whole or in part are covered by insurance. Certificates of insurance may be required for, but are not limited to, Commercial General Liability, Business Auto Liability, Workers Compensation, and Professional Liability Insurance. Z. LIENS City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 11 The firm shall defend, indemnify and hold the City harmless from and against any and all liens and encumbrances for all services delivered under this Agreement. At the Citys request, the Firm or its subcontractors shall provide a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. AA. MANAGEMENT Should there be a change in ownership or management, the Agreement may be canceled unless a mutual Agreement is reached with the new owner to continue the Agreement with its present terms, conditions and pricing. The Agreement is nontransferable by either party. BB. NOTICES Unless otherwise specified, all notices, requests or other communications required or appropriate to be given under the Agreement shall be in writing and deemed delivered three (3) business days after postmarked if sent by US Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first-class mail, fax, or other commercially acceptable means. Notices to the Firm shall be sent to the address specified in the Firms Statement of Qualifications or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to: City of South Padre Island, 4601 Padre Blvd., South Padre Island, TX 78597 and marked to the attention of the City Manager. CC. OVERCHARGES Firm hereby assigns to the City any and all claims for overcharges associated with this Agreement which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and/or which arise under the antitrust laws of the State of Texas, Business and Commerce Code Ann., Section 15.01, et seq. DD. PAYMENT TERMS 1. Tax Exempt Status: The City is exempt from all federal excise, state, and local taxes unless otherwise stated in this document. The City claims exemption from all sales and/or use taxes under Texas Tax Code 151.309, as amended. Texas Limited Sales Tax Exemption Certificates are furnished upon request. Firm will not charge for such taxes. If billed, the City will not remit payment until a corrected invoice is received. 2. Invoicing Requirements: Unless otherwise specified, all invoices shall be submitted to the City of South Padre Island, Accounts Payable, 4601 Padre Island, South Padre Island, TX 78597, and issued as required by the Purchase Order or Agreement. Each invoice must reference the unique Purchase Order number, and include the Firms complete name and remit to address. If applicable, transportation and delivery charges must be itemized on each invoice. 3. Payment Terms: All payments will be processed in accordance with Texas Prompt Payment Act, Texas Government Code, Subtitle F, Chapter 2251. The City will pay Firm within thirty days after acceptance of goods or services delivered, or the day of receipt of a correct invoice, whichever is later. The Firm may charge a late fee (fee shall not be greater than that permitted under the Texas Prompt Payment Act) for payments not made in accordance with this prompt payment policy; however, the policy does not apply to payments made by the City in the event: (a) there is a bona fide dispute between the City and Firm concerning the goods or services delivered, that causes the payment to be late; (b) the terms of a federal agreement, grant, regulation or statute prevents the City City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 12 from making a timely payment with Federal funds; (c) there is a bona fide dispute between the Firm and a subcontractor and its suppliers concerning deliveries made, which caused the payment to be late; or (d) the invoice is not mailed to the City in strict accordance with instructions on the Purchase Order or Agreement, or other such contractual agreement. 4. Right To Audit: The Firm agrees that the representatives of the City shall have access to, and the rights to audit, examine, or reproduce, any and all records of the Firm related to the performance under this Agreement. The Firm shall retain all such records for a period of four (4) years after final payment on this Agreement or until all audit and litigation matters that the City has brought to the attention of the Firm are resolved, whichever is longer. The Firm agrees to refund to the City any overpayments disclosed by any such audit. 5. Firm Pricing: The price shall remain firm for the duration of the Agreement, or any extension period, unless expressly approved in writing. No separate line item charges shall be permitted for any extraneous charges. Firm further certifies that the cost proposal has been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Respondent or with any competitor. 6. Price Warranty: The Firm warrants the prices quoted are not materially higher than the Firms current prices on services provided to others for like deliverables under similar terms of purchase. In addition to any other remedy available, the City may deduct from any amounts owed to the Firm, or otherwise recover, any amounts paid for services materially in excess of the Firms current prices on services to others for like deliverables under similar terms of purchase. 7. Travel Expenses: All travel, lodging and/or per diem expenses associated with providing the services specified must be included in the Agreement. All travel expenses are subject to review by the City and documentation of actual itemized expenses may be requested. No reimbursement will be made without prior authorization, or for expenses not actually incurred. Airline fares in excess of coach or economy will not be reimbursed. EE. PERSONAL INTEREST No employee or City Council Member of the City may have any financial interest, directly or indirectly, in any proposed or existing agreement, purchase, work, sale or service to, for, with or by the City. FF. PRIORITY OF DOCUMENTS In the event there are inconsistencies between the general provisions and special (or other) terms and conditions contained herein, the latter will take precedence. GG. PROHIBITED FIRMS The City of South Padre Island prohibits conducting business with Firms under the following conditions: 1. Respondents who have failed to comply with their state contracts and have been debarred from doing business with the State of Texas. 2. Respondent who boycott Israel. By signing and submitting this bid, Respondent certifies that: a. Respondent does not boycott Israel; and b. Respondent will not boycott Israel during the term of the agreement. HH. PUBLIC INFORMATION City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 13 All Responses are subject to release as public information unless the Response or specific parts of the Response can be shown to be exempt from the Texas Public Information Act. Respondents are advised to consult with their legal counsel regarding disclosure issues and take the appropriate precautions to safeguard trade secrets or any other proprietary information. The City assumes no obligation or responsibility for asserting legal arguments on behalf of potential Respondents. If a Respondent believes that a Response or parts of a Response are confidential, then the Respondent shall so specify. The Respondent shall stamp in bold red letters the term "CONFIDENTIAL" on that part of the Response, which the Respondent believes to be confidential. Vague and general claims as to confidentiality shall not be accepted. All Responses and parts of Responses that are not marked as confidential will be automatically considered public information. II. REIMBURSEMENTS There is no expressed or implied obligation for the City of South Padre Island to reimburse responding Firms for any expenses incurred in preparing SOQs in response to this Request for Qualification and the City will not reimburse responding Firms for these expenses, nor will the City pay any subsequent costs associated with the provision of additional information or presentation, or to procure a contract for these goods or services. A. REPRESENTATIONS and RESPONSIBILITIES By submitting an SOQ in response to this RFQ, Proposer represents that it has carefully read and understands all elements of this RFQ; has familiarized itself with all federal, state, and local laws, ordinances, and rules and regulations that in any manner may affect the cost, progress, or performance of the work; and has full knowledge of the scope, nature, quality, and quantity of services to be performed. The failure or omission of Proposer to receive or examine any form, instrument, addendum, or other documents or to acquaint itself with existing conditions or other details shall in no way relieve any Proposer from any obligations with respect to its proposal or to the contract. JJ. RESERVATIONS The City reserves the right to request clarification or additional information specific to any response after all Responses have been received and the solicitation due date has passed. Additionally, the City reserves the right to accept or reject all or part of any Response, waive any formalities or technical inconsistencies, delete any portion of the Scope of Work, or terminate the Solicitation when deemed to be in Citys best interest. KK. RESPONSES BECOME PROPERTY OF THE CITY Submissions received in response to this Request for Qualification become the sole property of the City. LL. RIGHT TO ASSURANCES In the event the City, in good faith, has reason to question the intent of the Firm to perform, the City may demand written assurances of the intent to perform. In the event no written assurance is given within the time specified, the City may treat this failure as an anticipatory repudiation of the Agreement. MM. SEVERABILITY The invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. NN. SURVIVABILITY OF OBLIGATIONS City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 14 All provisions of the Agreement that impose continuing obligations on the parties, including but not limited to the warranty, indemnity and confidentiality obligations of the parties, shall survive the expiration or termination of the Agreement. OO. FIRMS OBLIGATION Firm shall fully and timely provide all deliverables described in this Solicitation, Firms response must be in strict accordance with the terms, covenants and conditions of the Agreement and all applicable federal, state and local laws, rules and regulations. PP. VENUE This Agreement is fully performable in South Padre Island, Texas, and the venue for any action related to this Agreement shall be South Padre Island, Texas. All issues arising from this Agreement shall be resolved in the courts of Cameron County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or the ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein and does not waive the Citys defense of sovereign immunity. QQ. WAIVER No claim or right arising out of a breach of the Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Firm or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Agreement, or an express or implied acceptance of any other existing or future default(s), whether of a similar or different character. RR. WITHDRAWAL Respondents may request withdrawal of a sealed Statement of Qualifications prior to the scheduled opening time, provided the request for withdrawal is submitted to the City in writing. BACKGROUND The City of South Padre Island (City) has twenty-eight (28) dedicated public beach accesses. The City strives to provide the best, free-of-charge facilities and ensure the accesses are equipped with amenities and ADA access. Fantasy Circle is an opportune location for additional improvements and emergency access. This project is funded (in part) by a Texas Coastal Management Program grant approved by the Texas Land Commissioner, providing financial assistance under the Coastal Zone Management Act of 1972, as amended, awarded by the National Oceanic and Atmospheric Administration (NOAA), Office for Coastal Management, pursuant to NOAA Award No. NA22NOS4190148. The percentage of total costs of the project or program that will be financed with federal money is 50%. The dollar amount of federal funds for the project or program is $120,000. The percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources is 50% and $120,000, respectively. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 15 SCOPE OF WORK The City will utilize funding from the Coastal Management Program (CMP)s Cycle 27 to design and construct a load-bearing, removable wooden drive-over at Fantasy Circle (beach access #22). The drive-over will serve as an emergency vehicle access and pedestrian access point to the beach. It will be designed and constructed to be removed, much like the current dune walkovers throughout the City, and will create a more sustainable surface than the current mat. The City is also interested in constructing permanent restrooms at the beach access, and ensuring that they are similar to those being constructed at other beach accesses (specifically Whitecap Circle and Sea Island Circle). The restrooms will include ADA access, floor drains, a mechanical closet, and drinking fountains. Low-impact designs and installation will be implemented to protect Coastal Natural Resource Areas. This project will occur within the critical dune area, east of the Dune Protection Line. Appropriate mitigation, if necessary, will occur to allow the project to remain in compliance with the Dune Protection Act and the Texas Administrative Code. No volume of dune sand will be removed from the system. Any displaced sand will be utilized to fortify the dunes on either side of the improvement. Any impacted vegetation will be mitigated for using high-quality sea oats and bitter panicum on a 1:1 basis as per state law. This project must be completed by the end of March 2024 for the final grant closeout. The selected consultant will be required to work closely with the Citys Shoreline and Building Departments along with the Texas General Land Office (GLO)s CMP and Beach/ Dune teams. SUBMISSION REQUIREMENTS The City will not accept oral proposals, proposals received by telephone, or FAX machine. Proposals must be prepared simply and economically, providing a straightforward, concise description of the Proposers ability to meet all requirements and specifications of this RFQ. Emphasis should be focused on the completeness, clarity of content, and responsiveness to all requirements of this RFQ. The SOQ must be submitted in hard copy. Proposer shall submit 1 original and 1 copy of the entire proposal, plus 1 digital copy on a thumb drive. The City of South Padre Island requires comprehensive responses to every section within this RFQ. To facilitate the review of the responses, respondents shall follow the described format. The intent of the proposal format is to expedite review and evaluation. It is not the intent to constrain Respondents with regard to content, but to assure that the specific requirements set forth is this RFQ are addressed in a uniform manner amenable to review. Any SOQ that does not meet all of the minimum requirements contained herein will be considered non- responsive and will not be evaluated. These minimum requirements are considered pass or fail criteria and includes: 1. SOQ must be received by the due date and time; City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 16 2. Certification must be signed and returned with SOQ; including acknowledgement of any addenda issued. SOQs that pass the minimum requirements listed above will be evaluated, rated, and ranked, in accordance with the criteria provided below. The City may request additional information, site visits, interviews, or presentations from the Firm as part of the evaluation process. The proposal format shall be clearly identified in the responses and conform to the criteria as outlined in A through I of each the criteria listed below. A. Firm Introduction (5 points) Briefly introduce your firm, providing a summary of the administration, organization and staffing of your firm, including multiple offices, if applicable. Provide an organizational chart indicating the positions and names of the core management team which will undertake this engagement. B. Demonstrate the competence and qualifications of the individual who will be directly responsible for the management and delivery of the proposed work (10 points) City is interested in the individual's experience as a project manager on projects similar to that described in the solicitation. Only one individual should be designated and must be a licensed architect, engineer, or surveyor in the State of Texas at the time of submission and must be employed by the Firm and not by a sub-consultant. Demonstrate project management experience, technical competency, qualifications and compliance with legal requirements. (a) Documented specialized design expertise demonstrating such specialized capabilities pertinent to similar work experience as described in the solicitation by the individual; (b) Descriptions and examples of specific projects or studies of a similar nature by the individual as described in the solicitation and their role in the work. (c) Educational background; (d) License status, to include Texas registration number and expiration date of architect, engineer, or surveyor assuming professional responsibility on the project or study; (e) Formal project management training and any certifications or accreditations offered by the Project Management Institute; (f) Technical publications including books, papers or presentations. C. Demonstrate the technical adequacy of the personnel and sub-consultants to be utilized for the proposed work (15 points) City is interested in the technical qualifications and experience of the individual project team members of the Firm or sub-consultant firms who will actually be performing work on the project or study described in the solicitation. Demonstrate technical competency, qualifications and compliance with legal requirements. (a) Documented specialized design expertise demonstrating such specialized capabilities pertinent to similar work experience as described in the solicitation by the individuals; (b) Descriptions and examples of specific projects or studies of a similar nature by the individuals as described in the solicitation and their role in the work; (c) Educational background; (d) License status, to include Texas registration number and expiration date of architects, engineers, or surveyors performing work and supervising subordinates in the production of design or study efforts; (e) Technical publications including books, papers or presentations. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 17 D. Demonstrate the experience of the Firm based upon previous work similar to that of the type considered (20 points) City is interested in the Firm's history with similar projects or studies as described in the solicitation. List no more than five projects or studies meeting these criteria which have been completed within the last five years. Include the project or study description, name of the team leader, description of the Firms role, cost of the project or study, year of the work, and name and phone number of the agency contact who can respond to questions about the work. (a) Applicability of projects or studies similar in nature as described in the solicitation; (b) Role of firm with the project or study. E. Demonstrate the success of the Firm based upon the record of performance on other projects (both City of South Padre Island projects and projects for other entities) (15 points) City is interested in the Firms success and performance record related to projects or studies for the City of South Padre Island or other entities. List no more than five projects total. Projects other than those listed in Consideration Item (D) may be submitted which are not necessarily similar in nature to those described in the solicitation. For other projects or studies to be considered, include the project or study description, name of the team leader, and description of the Firms role. (a) Number of change orders; (b) Examples of innovative solutions that resulted in a cost savings during construction and/or operation; (c) Responsiveness during construction and commitment to continued involvement throughout the life of the project. F. Demonstrate the Firms history of accuracy of cost estimates and ability to perform within budget constraints (10 points) City is interested in the accuracy and dependability of projected cost estimates and the ability of the Firm to be sensitive and responsive to project or study budget constraints. List project budgets, pre-bid cost estimates and bid ranges from low to high bid for projects listed in Consideration Item (D) or Consideration Item (E). Also provide a summary of the measures taken by the Firm to ensure the project was realized within the project budget. G. Workload Capacity And History Of Performing Work Within A Specified Schedule (10 points) City is interested in the ability of the Firm to dedicate the necessary resources to the work described in the Scope of Work. City reserves the right to visit the location of the Firm to verify the capabilities and resources. Include projects listed in Consideration Item (D) or Consideration Item (E) to demonstrate the firms ability to deliver projects within a specified schedule. (a) Capabilities of the proposed project team and approach for handling multiple projects simultaneously at various stages of development; (b) Demonstrate the Firms ability to deliver projects within a specified schedule; (c) Contingency plan and ability of the Firm to sustain a loss of a key team member without compromising project quality, schedule or budget considerations. H. Proposed Approach for the Design Project or Study (15 points) City is interested in the teams organizational structure and work plan for accomplishing the work as described in the Scope of Work. (a) Organization and structure of the project team including percentage of work proposed to be done by sub-consultants; (b) Work plan indicating detailed approach for accomplishment of project, identified options, and proposed solutions; (c) Approach to project management; City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 18 (d) Proposed project schedule should be supplied identifying the beginning and ending of each phase of the work proposed for this project. I. COMMENTS/CHANGE REQUESTS to STANDARD FORM of AGREEMENT A copy of the City's Standard Form of Agreement is attached to the RFQ. Please provide any comments or change requests to the Agreement with the proposal submittal. Failure to submit requested changes will affirm that the Firm willing to execute the Agreement without modification. EVALUATION and SELECTION PROCESS The City has attempted to provide a comprehensive Request for Qualifications through this solicitation for the work contemplated. Written proposals must present Proposer's qualifications and understanding of the work to be performed. Respondents are asked to address each evaluation criteria and to be specific in presenting their qualifications. Proposals must be as thorough and detailed as possible so that the City may properly evaluate capabilities to provide the requested services. The City will first select the most highly qualified provider for the services on the basis of demonstrated competence and qualifications; and then attempt to negotiate with that provider a contract at a fair and reasonable price. If a satisfactory contract cannot be negotiated with the most highly qualified provider for the services, the City will formally end negotiations with that provider; select the next most highly qualified provider; and attempt to negotiate a contract with that provider at a fair and reasonable price. The City will continue this process to select and negotiate with providers until a contract is entered into. The City has established specific, weighted criteria for selection. This section presents the evaluation criteria, description, and relative weight assigned to each (100 points maximum). The City will evaluate each Proposers responses to the requirements contained in this RFQ. Clarity and Quality of Proposal Pass/Fail Firms must provide comprehensive responses to every section within this RFQ in the described format. It is not the intent of the City to constrain Firms with regard to content, but to assure that the specific requirements set forth in this RFQ are addressed in a uniform manner amenable to review and evaluation. Failure to do so may result in your Proposal being disqualified from further review and consideration. A. (5 points) Firm Introduction B. (10 points) Demonstrated competence and qualifications of the individual who will be directly responsible for the management and delivery of the proposed work. C. (15 points) Demonstrated technical adequacy of the personnel and sub-consultants to be utilized for the proposed work. D. (20 points) Demonstrated experience of the Firm based upon previous work similar to that of the type considered. E. (15 points) Demonstrated success of the Firm based upon the record of performance on other projects (both City of South Padre Island projects and projects for other entities). F. (10 points) Demonstrated Firms history of accuracy of cost estimates and ability to perform within budget constraints. G. (10 points) Workload Capacity And History Of Performing Work Within A Specified Schedule H. (15 points) Proposed Approach For The Design Project Or Study City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 19 100 POINTS TOTAL POINTS AVAILABLE By submission of a proposal, Proposer acknowledges acceptance of the evaluation process, the evaluation criteria, scope of work, approach and methodology, and all other terms and conditions set forth in this RFQ. Further, Firms acknowledge that subjective judgments must be made by the City during this process. The City makes no guarantees or representations that any award will be made and reserves the right to cancel this solicitation for any reason, including: Reject any and all SOQs received as a result of this RFQ. Waive or decline to waive any informality and any irregularities in any proposal or responses received. Negotiate changes in the Scope of Work or services to be provided. Withhold the award of contract(s). Select Proposer(s) it deems to be most qualified to fulfill the needs of the City. Terminate the RFQ process. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 20 CERTIFICATION and ACKNOWLEDGMENT The undersigned affirms that they are duly authorized to submit this Proposal, that this Proposal has not been prepared in collusion with any other Respondent, and that the contents of this Proposal have not been communicated to any other Respondent prior to the official opening. To the extent this Contract is considered a Contract for goods or services subject to 2270.002 Texas Government Code, Respondent certifies that it: i) does not boycott Israel; and ii) will not boycott Israel during the term of the Agreement. Signed By: Title: Typed Name: Company Name: Phone No.: Fax No.: Email: Bid Address: P.O. Box or Street City State Zip Order Address: P.O. Box or Street City State Zip Remit Address: P.O. Box or Street City State Zip Federal Tax ID No.: DUNS No.: Date: City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 21 EXHIBIT A GRANT WORKPLAN Attachment A GLO Contract No. 23-020-011-D605 Page 1 of 5 Project Name: Fantasy Circle Beach Access Improvements. Subrecipient: City of South Padre Island. Reporting Frequency: Monthly. Contact: Kristina Boburka, Shoreline Director, City of South Padre Island. Project Description: Fantasy Circle is a beach access point with eight parking spaces, a drive-over mat, and two Americans with Disabilities Act (ADA) compliant temporary restrooms. The beach access point is one of four vehicular drive-overs used by both emergency response and beach maintenance vehicles. The current drive-over mat will break down over time and contribute to beach debris with extended use. Additionally, compaction from vehicles driving over the mat will eventually lead to a low point vulnerable to washouts. The City of South Padre Island (the City or Subrecipient) will use Coastal Management Program (CMP) Grant Cycle 27 funds to design and construct a loadbearing, removable wooden drive-over (the Drive-over) at Fantasy Circle beach access (the Project). The Drive-over will serve as an emergency vehicle access and pedestrian access to the beach. The Drive-over will be removable, similar to the Citys other wooden walkovers, and create a more sustainable surface than the current mat. The City will involve local stakeholders in the Project by posting all meeting agendas for the Shoreline Task Force and City Council to the MySPI.org website and sending letters of intent to nearby property owners. By creating a stable drive-over beach access, this Project will help the City maintain a safe and clean beach. Project Budget: CMP Subrecipient Third Party Project Totals Salaries $0.00 $0.00 $0.00 $0.00 Fringe $0.00 $0.00 $0.00 $0.00 Travel $0.00 $0.00 $0.00 $0.00 Supplies $0.00 $0.00 $0.00 $0.00 Equipment $0.00 $0.00 $0.00 $0.00 Contractual $120,000.00 $120,000.00 $0.00 $240,000.00 Other $0.00 $0.00 $0.00 $0.00 Subtotal $120,000.00 $120,000.00 $0.00 $240,000.00 Indirect $0.00 $0.00 $0.00 $0.00 Total $120,000.00 $120,000.00 $0.00 $240,000.00 DocuSign Envelope ID: B4FCC4B0-7595-4AF6-8D16-97324C5B4291 In Process Attachment A GLO Contract No. 23-020-011-D605 Page 2 of 5 Special Award Conditions (SAC): 1. Subrecipient must complete Project as described in this Work Plan. 2. The GLO and/or NOAA must approve any changes to the scope of work or budget requests that change the total Project cost. 3. Subrecipient must print CMP and NOAA logos, including appropriate acknowledgment statement, on education/outreach materials, signs, final reports and/or publications. 4. Subrecipient must share data in the appropriate manner as specified in the Contract. 5. Subrecipient must coordinate with the GLO prior to issuing press releases, conducting media events, or otherwise engaging in media related communications for Project. Task 1: Survey and Design The City will complete a survey of the Project site and provide the results to the GLO for review and approval prior to soliciting an engineer. The City will solicit engineering services through a Request for Qualifications (RFQ) or other approved solicitation method in accordance with state and local standards and award a contract to the selected engineer (the Engineer). The City will direct the Engineer to design the Drive-over and develop technical specifications and a complete set of construction drawings for the Project, ensuring compliance with ADA and Texas Accessibility Standards (TAS), as applicable. The City will submit the technical specifications and complete set of constructions drawings to the GLO for approval. Once the GLO approves the technical specifications and complete set of construction drawings, the City will solicit bids to select a construction contractor. The City must ensure that the Engineer uses low impact techniques in their design and specifications in order to ensure dune health. The City will keep adjoining landowners informed of the design process and request their participation to prevent property rights conflicts. The City will work to resolve any outstanding questions or concerns at the state level throughout this Project. Task 1 Deliverables: 1. Site survey and conceptual design Due Date: 11/30/2022 2. RFQ to select engineer Due Date: 11/30/2022 3. Executed engineering contract Due Date: 12/31/2022 4. Preliminary engineering design review (with GLO) Due Date: 4/30/2023 5. Final engineering design review (with GLO) Due Date: 6/30/2023 DocuSign Envelope ID: B4FCC4B0-7595-4AF6-8D16-97324C5B4291 In Process Attachment A GLO Contract No. 23-020-011-D605 Page 3 of 5 6. Letter of Permission from the GLO Due Date: 7/31/2023 7. Construction bid packages, including technical specifications and construction renderings Due Date: 8/31/2023 8. Proof of advertisements Due Date: 8/31/2023 9. Bid tabulations Due Date: 9/30/2023 10. Executed construction contract Due Date: 10/31/2023 Travel: No travel money requested for this task Task 2: Permits The City will obtain a Beachfront Construction Certificate and Dune Protection Permit prior to construction. The City will work with the GLOs Beach Dune Team to finalize the Beachfront Construction Certificate and Dune Protection Permit application. The GLO will review and provide initial feedback on the permit application and mitigation plan prior to the City submitting a Beachfront Construction Certificate and Dune Protection Permit Application to the GLO for formal review and comment. If a one-year post-mitigation survey is necessary, the City will work with GLOs Beach Dune Team to complete the survey. Task 2 Deliverables: 1. Beachfront Construction Certificate and Dune Protection Permit application and Mitigation Plan informal review (with GLO) Due Date: 5/31/2023 2. Copies of the Beachfront Construction Certificate and Dune Protection Permit Due Date: 8/31/2023 3. Completion of Restoration and Mitigation (if necessary) Due Date: 2/29/2024 Travel: No travel money requested for this task Task 3: Construction and Sign Installation The City will construct or contract for the construction of the Drive-over. The City will ensure that construction will not impact the public beach easement. The City will install temporary CMP signage at the site during construction. The GLO will provide permanent CMP signage, which the City will install at the Project site following construction. The City will ensure that a Registered Accessibility Specialist certifies the drive-over as compliant with TAS. DocuSign Envelope ID: B4FCC4B0-7595-4AF6-8D16-97324C5B4291 In Process Attachment A GLO Contract No. 23-020-011-D605 Page 4 of 5 Task 3 Deliverables: 1. Before, during and after photos of construction Due Date: 1/31/2024 2. Photos of installed temporary CMP signage Due Date: 10/31/2023 3. Photos of installed permanent CMP signage Due Date: 2/29/2024 4. TAS certification of construction Due Date: 2/29/2024 Travel: No travel money requested for this task Task 4: Project Monitoring and Reporting The City will prepare and submit all reports, deliverables, and requests for reimbursement as required in the Contract, to CMPReceipts@GLO.TEXAS.GOV. Monthly progress reports and requests for reimbursement are due to CMPReceipts@GLO.TEXAS.GOV on the 10th day of every month starting with November 10, 2022. The City will summarize the work completed under each task and provide photos of the completed Project in the Citys final report. Task 4 Deliverables: 1. Monthly progress reports and requests for reimbursement Due Date: Ongoing until 3/31/2024 2. Draft final report Due Date: 3/15/2024 3. Final report Due Date: 3/31/2024 4. Project closeout form Due Date: 3/31/2024 Travel: No travel money requested for this task Performance Evaluations CMP staff will conduct quarterly performance evaluations of subrecipients to examine project progress and adherence to the 18-month completion timeline. Evaluations will be conducted under the following terms. 3-Month Evaluation (January 15, 2023) o Subrecipients that did not submit the initial progress report and reimbursement request and do not show progress toward establishing the framework of their project will be identified by the CMP project manager (PM). DocuSign Envelope ID: B4FCC4B0-7595-4AF6-8D16-97324C5B4291 In Process Attachment A GLO Contract No. 23-020-011-D605 Page 5 of 5 6-Month Evaluation (April 15, 2023) o If the CMP PM determines the Project is behind schedule or is making insufficient progress, i.e. Deliverables and reporting are late, the CMP PM will contact Subrecipient via phone or email to revise Deliverable due dates and determine a method for getting the Project completed within the remaining Contract period. o Subrecipients working on 306A projects with NOAA SAC requirements must provide the required SAC documentation at this time. If the SAC documentation is not available, CMP staff may request a one- time SAC extension from NOAA. This extension is for a maximum of three (3) additional months. 9-Month Evaluation (July 15, 2023) o If the Project had late reporting or Deliverables at the previous two (2) evaluations, the Project will be placed on a Performance Improvement Plan (PIP). This will include more frequent check-ins with the CMP PM and a revised Deliverable schedule with Deliverables broken down into smaller pieces. o Reimbursement request will be held for payment until the PIP is in place. o Subrecipients performing 306A projects with SACs must provide all required SAC documentation at this time. If the SAC documentation is unavailable, the Project may be terminated. 12-Month Evaluation (October 15, 2023) o If the Project is not adhering to the PIP and not demonstrating significant efforts to correct compliance issues, the GLO will considered the Project for termination and will issue a Notice of Deficiency to the projects Authorizing Official. o Subrecipients can request a one (1) time extension. o GLO will withhold payment on Subrecipients reimbursement requests until GLO receives all outstanding documents and Deliverables. 15-Month Evaluation (January 15, 2024) o GLO will closely examine projects with PIPs to ensure the PIP is being adhered to and the project is on track. o GLO may terminate the Project if the Project has significantly failed to adhere to the PIP. o GLO will withhold payment on Subrecipients reimbursement requests until GLO receives all outstanding documents and Deliverables. 18-Month Evaluation (March 31, 2024) o The Project must be complete. Incomplete projects may be terminated. DocuSign Envelope ID: B4FCC4B0-7595-4AF6-8D16-97324C5B4291 In Process City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 22 EXHIBIT B STANDARD FORM OF AGREEMENT PROFESSIONAL SERVICES CONTRACT ARCHITECTS & ENGINEERING This Contract is between the City of South Padre Island, a Texas home-rule municipal corporation, (the City) and , a corporation (the Consultant), whereby the Consultant agrees to provide the City with certain professional services as described herein and the City agrees to pay the Consultant for those services. ARTICLE I Scope of Services 1.01 In consideration of the compensation stated in paragraph 2.01 below, the Consultant agrees to provide the City with the professional services as described in Exhibit A, the Scope of Services, which is incorporated herein by reference for all purposes, and which services may be more generally described as follows: (the Project). ARTICLE II Payment 2.01 In consideration of the Consultants provision of the professional services in compliance with all terms and conditions of this Contract, the City shall pay the Consultant according to the terms set forth in Exhibit B. Except in the event of a duly authorized change order, approved by the City as provided in this Contract, the total cost of all professional services provided under this Contract may not exceed and /100 Dollars ($___________________). ARTICLE III Time of Performance and Construction Cost 3.01 The Consultant shall complete the professional services within the times set forth below and in Section 3.02. Consultant expressly agrees that such times are as expeditious as is prudent considering the ordinary professional skill and care of a competent engineer or architect. Furthermore, the Consultant shall perform with the professional skill and care City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 23 ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license. [Conceptual Design: calendar days after the authorization to commence planning] [Preliminary Design: calendar days after authorization to commence PPD] [Final Design: calendar days after authorization to commence final design] 3.02 All design work and other professional services provided under this Contract must be completed by the following date: _______________________________. 3.03 Time is of the essence of this Contract. The Consultant shall be prepared to provide the professional services in the most expedient and efficient manner possible in order to complete the work by the times specified. Promptly after the execution of this Contract, the Consultant shall prepare and submit for the City to approve in writing, a detailed schedule for the performance of the Consultants services to meet the Citys project milestone dates which are included in this Contract. The Consultants schedule shall include allowances for periods of time required for the Citys review and for approval of submissions by authorities having jurisdiction over the Project. The time limits established by this schedule over which Consultant has control shall not be exceeded without written approval from the City. 3.04 The Consultants services consist of all of the services required to be performed by Consultant, Consultants employees and Consultants sub-consultants under the terms of this Contract. Such services include normal civil, structural, mechanical and electrical engineering services, plumbing, food service, acoustical and landscape services, and any other design services that are normally or customarily furnished and reasonably necessary for the Project. The Consultant shall contract and employ at its expense sub- consultants necessary for the design of the Project, and such sub-consultants shall be licensed as required by the State of Texas and approved in writing by the City. 3.05 The Consultant shall designate a principal of the firm reasonably satisfactory to the City who shall, for so long as acceptable to the City, be in charge of Consultants services to be performed hereunder through to completion, and who shall be available for general consultation throughout the Project. Any replacement of that principal shall be approved in writing (which shall not be unreasonably withheld) by the City, prior to replacement. 3.06 Consultant shall be responsible for the coordination of all drawings and design documents relating to Consultants design and used on the Project, regardless of whether such drawings and documents are prepared by Consultant. Consultant shall be responsible for the completeness and accuracy of all drawings and specifications submitted by or through Consultant and for its compliance with all applicable codes, ordinances, regulations, laws and statutes. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 24 3.07 Consultants evaluations of the Citys project budget and the preliminary estimates of construction cost and detailed estimates of construction cost, represent the Consultants best judgment as a design professional familiar with the construction industry. 3.08 The construction budget for this Project, which is established as a condition of this Contract is $______________. This construction budget shall not be exceeded unless the amount is changed in writing by the City. ARTICLE IV Conceptual Design 4.01 Upon the Consultants receipt from the City of a letter of authorization to commence planning, the Consultant shall meet with the City for the purpose of determining the nature of the Project. The Consultant shall inquire in writing as to the information it believes the City may have in its possession that is necessary for the Consultant's performance. The City shall provide the information within its possession that it can make available to the Consultant. The City shall designate a representative to act as the contact person on behalf of the City. 4.02 The Consultant shall determine the City's needs with regard to the Project, including, but not limited to, tests, analyses, reports, site evaluations, needs surveys, comparisons with other municipal projects, review of budgetary constraints and other preliminary investigations necessary for the Project. Consultant shall verify the observable existing conditions of the Project and verify any existing as-built drawings. Consultant shall confirm that the Project can be designed and constructed within the time limits outlined in this Contract. Consultant shall prepare a detailed design phase schedule which includes all review and approval periods during the schematic design, design development and construction document phases. Consultant shall confirm that the Project can be designed and constructed for the dollar amount of the Project budget, if applicable. 4.03 The Consultant shall prepare a Conceptual Design that shall include schematic layouts, surveys, sketches and exhibits demonstrating the considerations involved in the Project. The Conceptual Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. Upon the City's request, the Consultant shall meet with City staff and the City Council to make a presentation of its report. ARTICLE V Preliminary Design 5.01 The City shall direct the Consultant to commence work on the Preliminary Design by sending to the Consultant a letter of authorization to begin work on the Preliminary Design pursuant to this Contract. Upon receipt of the letter of authorization to City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 25 commence Preliminary Design, the Consultant shall meet with the City for the purpose of determining the extent of any revisions to the Conceptual Design. 5.02 The Consultant shall prepare the Preliminary Design of the Project, including, but not limited to, the preliminary drawings and specifications and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate. The Consultant shall submit to the City a detailed estimate of the construction costs of the Project, based on current area, volume, or other unit costs. This estimate shall also indicate both the cost of each category of work involved in constructing the Project and the time required for construction of the Project from commencement to final completion. 5.03 Upon completion of the Preliminary Design of the Project, the Consultant shall so notify the City. Upon request the Consultant shall meet with the City staff and City Council to make a presentation of its Preliminary Design of the Project. The Consultant shall provide an explanation of the Preliminary Design and cost estimate and shall verify that, to the best of Consultants belief, the Project requirements and construction can be completed within the Project budget and schedule. ARTICLE VI Final Design 6.01 The City shall direct the Consultant to commence work on the Final Design of the Project by sending to the Consultant a letter of authorization to begin work on the Final Design phase of the Project. Upon receipt of the Letter of Authorization to proceed with Final Design of the Project, the Consultant shall immediately prepare the Final Design, including, but not limited to, the bid documents, contract, drawings, and specifications, to fix and describe the size and character of the Project as to structural, mechanical, and electrical systems, materials, and such other elements as may be appropriate. The Final Design of the Project shall comply with all applicable laws, statutes, ordinances, codes and regulations. 6.02 Notwithstanding the Citys approval of the Final Design, the Consultant warrants that the Final Design will be sufficient and adequate to fulfill the purposes of the Project. 6.03 The Consultant shall prepare and separately seal the special provisions, the technical specifications, and bid proposal form(s) in conformance with the Citys current pre- approved, Standard Form of Construction Agreement for the construction contract between the City and the construction contractor. The Consultant hereby agrees that no changes, modifications, supplementations, alterations, or deletions will be made to the Citys standard form without the prior written approval of the City. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 26 6.04 The Consultant shall provide the City with complete contract documents sufficient to be advertised for bids by the City. The contract documents shall include the design and specifications and other changes that are required to fulfill the purpose of the Project. Upon completion of the Final Design of the Project, with the submission of the complete contract documents, and upon request of the City, the Consultant shall meet with City staff and the City Council to present the Final Design of the Project. The Consultant shall provide an explanation of the Final Design and cost estimate. ARTICLE VII Bid Preparations & Evaluation 7.01 The Consultant shall assist the City in advertising for and obtaining bids or negotiating proposals for the construction of the Project. Upon request, the Consultant shall meet with City staff and the City Council to present, and make recommendations on, the bids submitted for the construction of the Project. 7.02 The Consultant shall review the construction contractors' bids, including subcontractors, suppliers, and other persons required for completion of the Project. The Consultant shall evaluate each bid and provide these evaluations to the City along with a recommendation on each bid. If the lowest bid for the construction of the Project exceeds the final cost estimate set forth in the Final Design of the Project, then the Consultant, at its sole cost and expense, shall revise the construction documents so that the total construction costs of the Project will not exceed the final cost estimate contained in the Final Design of the Project. 7.03 Where substitutions are requested by a construction contractor, the Consultant shall review the substitution requested and shall recommend approval or disapproval of such substitutions. ARTICLE VIII Construction 8.01 The Consultant shall be a representative of, and shall advise and consult with, the City (1) during construction, and (2) at the City's direction from time to time during the correction, or warranty, period described in the construction contract. The Consultant shall have authority to act on behalf of the City only to the extent provided in this Contract unless modified by written instrument. 8.02 The Consultant shall make visits to the site, with a frequency appropriate to the scope of the Project, to inspect the progress and quality of the executed work of the construction contractor and its subcontractors and to determine if such work is proceeding in accordance with the contract documents. Consultant shall periodically review the as-built drawings for accuracy and completeness, and shall report its findings to the City. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 27 8.03 The Consultant shall keep the City informed of the progress and quality of the work. The Consultant shall employ the professional skill and care ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license in discovering and promptly reporting to the City any defects or deficiencies in such work and shall disapprove or reject any work failing to conform to the contract documents. 8.04 The Consultant shall review and approve shop drawings and samples, the results of tests and inspections, and other data that each construction contractor or subcontractor is required to provide. The Consultant's review and approval shall include a determination of whether the work complies with all applicable laws, statutes, ordinances and codes and a determination of whether the work, when completed, will be in compliance with the requirements of the contract documents. 8.05 The Consultant shall determine the acceptability of substitute materials and equipment that may be proposed by construction contractors or subcontractors. The Consultant shall also receive and review maintenance and operating instruction manuals, schedules, guarantees, and certificates of inspection, which are to be assembled by the construction contractor in accordance with the contract documents. 8.06 The Consultant shall issue all instructions of the City to the construction contractor as well as interpretations and clarifications of the contract documents pertaining to the performance of the work. Consultant shall interpret the contract documents and judge the performance thereunder by the contractor constructing the Project, and Consultant shall, within a reasonable time, render such interpretations and clarifications as it may deem necessary for the proper execution and progress of the work. Consultant shall receive no additional compensation for providing clarification of the drawings and specifications. 8.07 The Consultant shall review the amounts owing to the construction contractor and recommend to the City, in writing, payments to the construction contractor of such amounts. The Consultant's recommendation of payment, being based upon the Consultant's on-site inspections and its experience and qualifications as a design professional, shall constitute a recommendation by the Consultant to the City that the quality of such work is in accordance with the contract documents and that the work has progressed to the point reflected in Consultants recommendation for payment. 8.08 Upon notification from the construction contractor that the Project is substantially complete, the Consultant shall conduct an inspection of the site to determine if the Project is substantially complete. The Consultant shall prepare a checklist of items that shall be completed prior to final acceptance. Upon notification by the construction City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 28 contractor that the checklist items designated by the Consultant for completion have been completed, the Consultant shall inspect the Project to verify final completion. 8.09 The Consultant shall not be responsible for the work of the construction contractor or any of its subcontractors, except that the Consultant shall be responsible for the construction contractor's schedules or failure to carry out the work in accordance with the contract documents if such failures result from the Consultant's negligent acts or omissions. This provision shall not alter the Consultant's duties to the City arising from the performance of the Consultant's obligations under this Contract. 8.10 The Consultant shall conduct at least one on-site inspection during the warranty period and shall report to the City as to the continued acceptability of the work. 8.11 The Consultant shall not execute change orders on behalf of the City or otherwise alter the financial scope of the Project without an advance, written authorization from the City. 8.12 The Consultant shall perform all of its duties under this Article VIII so as to not cause any delay in the progress of construction of the Project. 8.13 The Consultant shall assist the construction contractor and City in obtaining a Certificate of Occupancy by accompanying governing officials during inspections of the Project if requested to do so by the City. ARTICLE IX Change Orders & Documents & Materials 9.01 No changes shall be made, nor will invoices for changes, alterations, modifications, deviations, or extra work or services be recognized or paid except upon the prior written order from authorized personnel of the City. The Consultant shall not execute change orders on behalf of the City or otherwise alter the financial scope of the Project. 9.02 a. When the original contract amount plus all change orders is less than $50,000, the City Manager or his delegate may approve the written change order provided the change order does not increase the total amount set forth in the contract to more than $50,000. For such contracts, when a change order results in a total contract amount that exceeds $50,000, the City Council must approve such change order prior to commencement of the services or work. b. When the original contract amount plus all change orders is equal to or greater than $50,000, the City Manager or his delegate may approve the written change order provided the change order does not exceed $50,000, and provided the sum of all change orders does not exceed 25% of the original contract amount. For such contracts, when a change order exceeds $50,000 or when the sum of all change orders exceeds 25% of the City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 29 original contract, the City Council must approve such change order prior to commencement of the services or work. c. Any request by the Consultant for an increase in the Scope of Services and an increase in the amount listed in paragraph two of this Contract shall be made and approved by the City prior to the Consultant providing such services or the right to payment for such additional services shall be waived. If there is a dispute between the Consultant and the City respecting any service provided or to be provided hereunder by the Consultant, including a dispute as to whether such service is additional to the Scope of Services included in this Contract, the Consultant agrees to continue providing on a timely basis all services to be provided by the Consultant hereunder, including any service as to which there is a dispute. 9.03 The Consultant shall furnish the City ( ) sets of plans and specifications. It is hereby agreed that additional copies shall be provided to the City at the City's expense. The Consultant shall provide the City ( ) sets of reproducible, mylar record drawings that clearly show all the changes made during the construction process, based upon the marked-up prints, drawings, and other data furnished by the construction contractor to the Consultant. The Consultant shall provide copies of documents, computer files if available, surveys, notes, and tracings used or prepared by the Consultant. The foregoing documentation, the Consultant's work product, and other information in the Consultants possession concerning the Project shall be the property of the City from the time of preparation. The Consultant shall furnish one set of digital files representing the final record drawings. ARTICLE X Warranty, Indemnification & Release 10.01 As an experienced and qualified design professional, the Consultant warrants that the information provided by the Consultant reflects the professional skill and care ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license. The Consultant warrants the design preparation of drawings, the designation or selection of materials and equipment, the selection and supervision of personnel, and the performance of all other services under this Contract are performed with the professional skill and care ordinarily provided by competent engineers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license. Approval of the City shall not constitute, or be deemed, a release of the responsibility and liability of the Consultant, its employees, agents, or associates for the exercise of skill and diligence to promote the accuracy and competency of their designs, information, plans, specifications or any other document, nor shall the City's approval be deemed to be the City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 30 assumption of responsibility by the City for any defect or error in the aforesaid documents prepared by the Consultant, its employees, associates, agents, or subcontractors. 10.02 The Consultant shall promptly correct any defective designs or specifications furnished by the Consultant at no cost to the City. The City's approval, acceptance, use of, or payment for, all or any part of the Consultant's services hereunder or of the Project itself shall in no way alter the Consultant's obligations or the City's rights hereunder. 10.03 In all activities or services performed hereunder, the Consultant is an independent contractor and not an agent or employee of the City. The Consultant and its employees are not the agents, servants, or employees of the City. As an independent contractor, the Consultant shall be responsible for the professional services and the final work product contemplated under this Contract. Except for materials furnished by the City, the Consultant shall supply all materials, equipment, and labor required for the professional services to be provided under this Contract. The Consultant shall have ultimate control over the execution of the services it is to provide under this Contract. The Consultant shall have the sole obligation to employ, direct, control, supervise, manage, discharge, and compensate all of its employees or subcontractors, and the City shall have no control of or supervision over the employees of the Consultant or any of the Consultants subcontractors. 10.04 The Consultant must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, subcontractors, licensees, and other persons, as well as its personal property, while in the vicinity of the Project or any of the work being done on or for the Project. It is expressly understood and agreed that the City shall not be liable or responsible for the negligence of the Consultant, its officers, employees, agents, subcontractors, invitees, licensees, and other persons. 10.05 Indemnity. To the fullest extent permitted by law, the Consultant agrees to indemnify, defend, and hold harmless the City, Consultant agrees to indemnify and hold harmless the City, its Council members, officers, agents, employees and volunteers (separately and collectively referred to in this paragraph as Indemnitee) from and against all claims, damages, losses and expenses including but not limited to attorneys fees arising out of or resulting from any negligent act, error, omission, intentional tort or willful misconduct, intellectual property infringement or including failure to pay a subconsultant, subcontractor, or supplier pursuant to the agreement by Consultant, its employees, subcontractors, subconsultants, or others for whom Consultant may be legally liable (Consultant Parties), but only to the extent caused in whole or in part by the Consultant Parties. IF THE CLAIMS, ETC. ARE CAUSE IN PART BY CONSULTANT PARTIES, AND ALSO IN PART BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OR ALL OF THE INDEMNITEES OR ANY OTHER THIRD PARTY, THEN CONSULTANT SHALL ONLY INDEMNIFY ON A COMPARITIVE BASES, AND ONLY FOR THE AMOUNT FOR WHICH City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 31 THE CONSULTANT PARTIES ARE FOUND LIABLE AND NOT FOR ANY AMOUNT FOR WHICH ANY OR ALL INDEMNITEES OR OTHER THIRD PARTIES ARE LIABLE. 10.06 Release. The Consultant releases, relinquishes, and discharges the City, its Council members, officials, officers, agents, employees and volunteers from all claims, demands, and causes of action of every kind and character, including the cost of defense thereof, for any injury to, sickness or death of the Consultant or its employees and any loss of or damage to any property of the Consultant or its employees that is caused by or alleged to be caused by, arises out of, or is in connection with the Consultant's work to be performed hereunder. Both the City and the Consultant expressly intend that this release shall apply regardless of whether said claims, demands, and causes of action are covered, in whole or in part, by insurance and in the event of injury, sickness, death, loss, or damage suffered by the Consultant or its employees, but not otherwise, this release shall apply regardless of whether such loss, damage, injury, or death was caused in whole or in part by the City, any other party released hereunder, the Consultant, or any third party. 10.07 It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under Paragraph 10.05 and Paragraph 10.06, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. ARTICLE XI Insurance 11.01 The Consultant shall procure and maintain at its sole cost and expense for the duration of this Contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, volunteers, employees or subcontractors. The policies, limits and endorsements required are as set forth on Exhibit C. ARTICLE XII Use of Drawings, Specifications and Other Documents 12.01 The drawings, specifications and other documents prepared by the Consultant and Consultant's sub-consultants for this Project shall become the property of the City whether the Project is completed or not. The City shall be furnished and permitted to retain reproducible copies and electronic versions of Consultant's drawings, specifications and other documents. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 32 12.02 The documents prepared by Consultant may be used as a prototype for other facilities by the City. The City may elect to use the Consultant to perform the site adaptation and other architectural or engineering services involved in reuse of the prototype. If so, the Consultant is obligated to perform the work for an additional compensation that will fairly compensate the Consultant and its sub-consultants only for the additional work involved. It is reasonable to expect that the fair additional compensation will be significantly less than the fee provided for under this Contract. If the City elects to employ a different architect or engineer to perform the site adaptation and other architectural or engineering services involved in reuse of the prototype, that architect or engineer will be entitled to use Consultant's sub-consultants on the same basis that Consultant would have been entitled to use them for the work on the reuse of the prototype, and such architect or engineer will be entitled, to the extent allowed by law, to duplicate the design and review and refer to the construction documents, approved shop drawings and calculations, and change order drawings in performing its work. The Consultant will not be responsible for errors and omissions of a subsequent architect or engineer. The Consultant shall commit its sub-consultants to the terms of this subparagraph. The provisions of this section shall survive termination of this Contract. 12.03 In the event of termination of this Contract for any reason, the City shall receive all original documents prepared to the date of termination and shall have the right to use those documents and any reproductions in any way necessary to complete the Project. 12.04 Only the details of the drawings relating to this Project may be used by the Consultant on other projects, but they shall not be used as a whole without written authorization by the City. The City-furnished forms, conditions, and other written documents shall not be used on other projects by the Consultant. ARTICLE XIII Termination 13.01 The City may terminate this Contract at any time upon thirty (30) calendar days written notice. Upon the Consultants receipt of such notice, the Consultant shall cease work immediately. The Consultant shall be compensated for the services satisfactorily performed prior to the termination date. 13.02 If, through any cause, the Consultant fails to fulfill its obligations under this Contract, or if the Consultant violates any of the agreements of this Contract, the City has the right to terminate this Contract by giving the Consultant five (5) calendar days written notice to the Consultant. The Consultant will be compensated for the services satisfactorily performed prior to the termination date. City of South Padre Island RFQ No. 2022-SL02 Fantasy Circle Beach Access Improvements 33 13.03 No term or provision of this Contract shall be construed to relieve the Consultant of liability to the City for damages sustained by the City because of any breach of contract and/or negligence by the Consultant. The City may withhold payments to the Consultant for the purpose of setoff until the exact amount of damages due the City from the Consultant is determined and paid. ARTICLE XIV Miscellaneous Terms 14.01 This Contract has been made under and shall be governed by the laws of the State of Texas. The parties agree that performance and all matters ...